Mariner asks panel to find improper association

The Takeovers Panel will again be forced to decide on the vexed issue of inappropriate association, after Mariner Corporation, a budding corporate raider, filed an application on Tuesday relating to Viento Group.

Mariner holds around 10 per cent of the shares in
Viento
, which has about $225 million of property assets under management, including the Premiere Property Syndicate, Metro Property Syndicate, and the New Enterprise Property Syndicate.

Mariner lifted its stake in Viento in April after acquiring shares which Viento was forced to divest following an earlier Takeovers Panel hearing this year. In that case, the panel made a declaration of unacceptable circumstances when it found the voting power of various Viento shareholders, including Tina Bazzo and Allen Caratti, had not been properly disclosed. Mariner has been attempting to replace Viento directors.

The earlier Viento decision this year was just the latest in a string of cases where the panel has declared unacceptable circumstances as a result of the failure to disclose interests by associated parties. The cases include
Mount Gibson
,
Mesa Minerals
and
CMI
.

Association cases are those where it is alleged that related parties are acting in concert for ulterior purposes, in a way that compromises the rights of other shareholders.

In two other association cases this year the panel did not act: in ComOps, the panel declined to take proceedings, while in Brockman Resources, it declined to make a declaration of unacceptable circumstances relating to allegations of improper association.

It is against this background that Mariner wants the panel to find that Viento chairman,
Robert Nichevich
, and some other shareholders, are associated. In its application, Mariner alleges they have built up a combined shareholding of around 41.39 per cent in Viento but failed to properly disclose their combined interests.

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Mariner has also told the panel that a Viento placement on May 9 to Hanscon Holdings Pty Ltd was aimed at consolidating control and defeating its attempts to spill the Viento board.

Mariner wants the voting power of the associated parties disclosed, and also wants restrictions put on the further acquisition or disposal of shares until the panel has determined the application. If the panel finds that the shareholders have acquired more than 20 per cent of Viento’s shares, Mariner wants them vested to ASIC and sold.

The panel said in a release it had not decided whether or not to conduct proceedings and that no panel had yet been appointed to consider the application.

It is understood the panel has become wary of finding association because of fears that its decisions may be subjected to challenge - a fear that is playing out in CMI.